ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

Period to

31 March

Year to

30 September

Registered number: 06994717

	ANNUAL REPORT AND FINANCIAL STATEMENTS
	FOR THE PERIOD ENDED 31 MARCH 2025

	S & T COVER HOLDING COMPANY LIMITED


S & T COVER HOLDING COMPANY LIMITED

COMPANY INFORMATION

Directors	D Groves
	A Pinfield


Registered number	06994717


Registered office	Railway Goods Yard
	Dutton Lane
	Eastleigh
	Southampton
	Hampshire
	SO50 6AA


Independent auditor	Pembroke Briggs
	Chartered Accountants & Statutory Auditor
	Quadrant Way
	Weybridge
	KT13 8DR


S & T COVER HOLDING COMPANY LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 3
Directors' Report	4 - 5
Independent Auditor's Report	6 - 8
Consolidated Statement of Comprehensive Income	9
Consolidated Statement of Financial Position	10 - 11
Company Statement of Financial Position	12 - 13
Consolidated Statement of Changes in Equity	14 - 15
Company Statement of Changes in Equity	16 - 17
Consolidated Statement of Cash Flows	18 - 19
Consolidated Analysis of Net Debt	20
Notes to the Financial Statements	21 - 38


S & T COVER HOLDING COMPANY LIMITED

GROUP STRATEGIC REPORT

FOR THE PERIOD ENDED 31 MARCH 2025

Introduction

The S&T Cover Holding Company Group comprises of three trading entities; S&T Cover Limited, S&T Training Limited and Construkt RS Limited.
S&T Cover Limited have been delivering rail infrastructure projects since 1998. We believe that to deliver consistent and reliable services, our core foundations must be in strong values and people, without which our continued success and growth would not have been possible. A key part of our delivery capability is strong collaboration with our trusted delivery partners and constant innovation, continuous improvement, and an uncompromising focus on competence and development.
The S&T Cover Integrated Management System (IMS) is externally assured by Alcumus ISOQAR to ISO9001, ISO14001 & ISO45001 and we are a licensed Principal Contractor to Network Rail. We are also registered through RSSB RISQS and the IRSE licensing scheme. Our management systems have invaluable experience, lessons learnt, and constant improvement built into them as we have grown and developed since 1998. This has enabled resilience in the face of constant change in the railway industry through our project experience and track record.
At S&T Cover, we believe strongly that value is delivered through expert understanding, knowledge and experience on complete railway systems and life cycles. Understanding how assets are delivered, renewed, and maintained regardless of the project scope is what sets us apart from others.
Our whole system and life cycle understanding is further supported by key capabilities required to deliver specialist Signalling and Power solutions including Civil Engineering, Track, Electrification and Plant (E&P) and telecoms.
Our purpose is to deliver and maintain a Safe, Resilient, Reliable and Sustainable Rail Infrastructure.
S&T Training Limited, formed in 2002 delivers Signalling Technical and Safety Critical training, including Work Place Assessments, basic signalling training courses, including SWTH and SMTH.
Construkt RS Limited is a specialist provider of professionals across the built environment, including rail, construction, M.E.P. Building Services, Telecoms and Fire & Security sectors.

Business review

The period ended 31 March 2025 accounts show strong business performance for the group, delivering a significant number of successful projects across the rail network, continuing growth in its recruitment and training offerings. Operational excellence across the group is delivered through our people, supported by our internal management systems framework.
For S&T Cover Limited, it continues to maintain a strong relationship with its customers. During the period the company has continued to deliver projects to an exceptional high standard, including Wessex Minor Works, Wessex Level Crossing Renewals and Southampton Area Life Extension projects.
S&T Training Limited continued to deliver technical and safety critical training to both S&T Cover Limited and external partners.
Construkt RS Limited continues to establish itself in several sectors with revenue generated from Permanent, Contract and Temporary roles.

Page 1


S & T COVER HOLDING COMPANY LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2025

Principal risks and uncertainties

The key risks to the Group, include;
• Access to a skilled labour force
• Changes in demand for services
• Working in a safety critical environment
We actively monitor these risks and are comfortable we have implemented mitigation strategies through training and continual staff development, maintaining strong delivery partner relationships to be a supplier of choice, and actively driving and championing improved safety standards in the industry.

Financial key performance indicators

The Directors consider the key financial performance indicators to be Revenue and Gross Profit Margin percentage.
Revenue

2025 – 18 months ended 31 March 2025: £23.9m
2023 – 12 months ended 30 September 2023: £16.1m
Gross Profit Margin %
2025: 32.2%
2023: 33.2%
The Directors are satisfied with the financial performance of the company in the period and consider these to be the key success measures.

Environmental, Social and Governance (ESG) considerations

We continue to live our S&T Cover Strategy and Action Plan for social value and sustainability developed with the Step-By-Step scheme and is titled ‘Growth and development without boundaries’.
We are fully committed to delivering social value and sustainable development at S&T Cover. This strategy and action plan forms an essential path for the future growth and success of our business as well as the communities in which we work. This strategy and action plan is centred around social issues outside our traditional management boundaries where they are relevant to our activities and services.
Our Integrated Management System is also certified to the ISO14001:2015 Environmental Management standard and includes the key policies listed below:
• Social Value Policy
• Sustainability Policy
• Diversity and Inclusion Policy
• Equal Opportunities and Human Rights Policy
• Integrated Management System Policy
• Living Wage Policy

Page 2


S & T COVER HOLDING COMPANY LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2025

This report was approved by the board and signed on its behalf.

A Pinfield

Director

Date: 18 December 2025

Page 3


S & T COVER HOLDING COMPANY LIMITED

DIRECTORS' REPORT

FOR THE PERIOD ENDED 31 MARCH 2025

The directors present their report and the financial statements for the period ended 31 March 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the period, after taxation, amounted to £3,583,224 (2023 - £2,640,952).

Directors

The directors who served during the period were:

D Groves

A Pinfield

Future developments

The group continues to enhance its service offering capabilities, with S&T Cover Limited maintaining it’s highly respected position as a partner of choice to Tier 1 contractors and Network Rail.
The company has strong work-bank and we are looking forward to continuing to deliver operational excellence throughout CP7 with our delivery partners.
Our core objectives and operational focus remains delivering safe, efficient, and reliable services.

Page 4


S & T COVER HOLDING COMPANY LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2025

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditor

Under section 487(2) of the Companies Act 2006, Pembroke Briggs will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board and signed on its behalf.

A Pinfield

Director

Date: 18 December 2025

Page 5


S & T COVER HOLDING COMPANY LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S & T COVER HOLDING COMPANY LIMITED

Opinion

We have audited the financial statements of S & T Cover Holding Company Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 March 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 March 2025 and of the Group's profit for the period then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Page 6


S & T COVER HOLDING COMPANY LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S & T COVER HOLDING COMPANY LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the parent Company financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

[Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud.]

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.

Page 7


S & T COVER HOLDING COMPANY LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S & T COVER HOLDING COMPANY LIMITED (CONTINUED)

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Mr Stephen Briggs (Senior Statutory Auditor)

for and on behalf of

Pembroke Briggs

Chartered Accountants

Statutory Auditor

Quadrant Way

Weybridge

KT13 8DR

19 December 2025

Page 8


S & T COVER HOLDING COMPANY LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 31 MARCH 2025

	Period to 31 March	Year to 30 September
	2025	2023
	£	£


Turnover	4	23,862,881	16,124,887
Cost of sales		(16,179,302)	(10,776,014)
Gross profit		7,683,579	5,348,873
Administrative expenses		(2,922,529)	(1,827,620)
Other operating income	5	10,684	5,282
Operating profit	6	4,771,734	3,526,535
Interest receivable and similar income	10	111,377	12,341
Interest payable and similar expenses	11	(66,803)	(164,635)
Profit before tax		4,816,308	3,374,241
Tax on profit	12	(1,233,084)	(733,289)
Profit for the financial period		3,583,224	2,640,952

Profit for the year attributable to:
Owners of the Company	(3,583,224)	(2,640,952)
	(3,583,224)	(2,640,952)

There was no other comprehensive income for 2025 (2023:£NIL).

The notes on pages 21 to 38 form part of these financial statements.

Page 9


S & T COVER HOLDING COMPANY LIMITED REGISTERED NUMBER:06994717

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2025

	31 March	30 September
	2025	2023
Note	£	£

Fixed assets
Intangible assets			1		5,585
Tangible assets	15		946,265		895,944
			946,266		901,529
Current assets
Debtors: amounts falling due within one year	17	4,781,750		3,649,347
Cash at bank and in hand	18	4,497,015		3,917,443
		9,278,765		7,566,790
Creditors: amounts falling due within one year	19	(2,173,124)		(2,868,827)
Net current assets			7,105,641		4,697,963
Total assets less current liabilities			8,051,907		5,599,492
Creditors: amounts falling due after more than one year	20		(794,616)		(1,385,169)
Provisions for liabilities
Deferred tax		(87,416)		(76,672)
			(87,416)		(76,672)
Net assets			7,169,875		4,137,651

Page 10


S & T COVER HOLDING COMPANY LIMITED REGISTERED NUMBER:06994717

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 MARCH 2025

		31 March		30 September
		2025		2023
		£		£

Capital and reserves
Called up share capital	22	600	600
Revaluation reserve	23	126,890	126,890
Capital redemption reserve	23	358	358
Profit and loss account	23	7,042,027	4,009,803
		7,169,875	4,137,651

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

A Pinfield

Director

Date: 18 December 2025

The notes on pages 21 to 38 form part of these financial statements.

Page 11


S & T COVER HOLDING COMPANY LIMITED REGISTERED NUMBER:06994717

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2025

	31 March	As restated 30 September
	2025	2023
Note	£	£

Fixed assets
Tangible assets	15		550,000		550,000
Investments	16		1,201,226		1,201,226
			1,751,226		1,751,226
Current assets
Debtors: amounts falling due within one year	17	126,395		126,395
Cash at bank and in hand	18	2,209,925		30,911
		2,336,320		157,306
Creditors: amounts falling due within one year	19	(3,689,522)		(1,472,557)
Net current liabilities			(1,353,202)		(1,315,251)
Total assets less current liabilities			398,024		435,975

Creditors: amounts falling due after more than one year	20		-		(37,951)
Provisions for liabilities
Deferred taxation	21	(9,086)		(9,086)
			(9,086)		(9,086)
Net assets			388,938		388,938

Page 12


S & T COVER HOLDING COMPANY LIMITED REGISTERED NUMBER:06994717

COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 MARCH 2025

	31 March	As restated 30 September
	2025	2023
Note	£	£

Capital and reserves
Called up share capital	22		600		600
Revaluation reserve	23		126,890		126,890
Capital redemption reserve	23		358		358
Profit and loss account brought forward		261,090		269,951
Profit for the period		551,000		1,275,139
Other changes in the profit and loss account		(551,000)		(1,284,000)
Profit and loss account carried forward			261,090		261,090
			388,938		388,938

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

A Pinfield

Director

Date: 18 December 2025

The notes on pages 21 to 38 form part of these financial statements.

Page 13

S & T COVER HOLDING COMPANY LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 MARCH 2025

	Called up share capital	Capital redemption reserve	Revaluation reserve	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	£	£	£	£	£	£
At 1 October 2023	600	358	126,890	4,009,803	4,137,651	4,137,651
Comprehensive income for the period
Profit for the period	-	-	-	3,583,224	3,583,224	3,583,224
Total comprehensive income for the period	-	-	-	3,583,224	3,583,224	3,583,224
Contributions by and distributions to owners
Dividends: Equity capital	-	-	-	(551,000)	(551,000)	(551,000)
Total transactions with owners	-	-	-	(551,000)	(551,000)	(551,000)
At 31 March 2025	600	358	126,890	7,042,027	7,169,875	7,169,875

The notes on pages 21 to 38 form part of these financial statements.

Page 14

S & T COVER HOLDING COMPANY LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 30 SEPTEMBER 2023

	Called up share capital	Capital redemption reserve	Revaluation reserve	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	£	£	£	£	£	£
At 1 October 2022	600	358	126,890	2,652,851	2,780,699	2,780,699
Comprehensive income for the year
Profit for the year	-	-	-	2,640,952	2,640,952	2,640,952
Total comprehensive income for the year	-	-	-	2,640,952	2,640,952	2,640,952
Contributions by and distributions to owners
Dividends: Equity capital	-	-	-	(1,284,000)	(1,284,000)	(1,284,000)
Total transactions with owners	-	-	-	(1,284,000)	(1,284,000)	(1,284,000)
At 30 September 2023	600	358	126,890	4,009,803	4,137,651	4,137,651

The notes on pages 21 to 38 form part of these financial statements.

Page 15


S & T COVER HOLDING COMPANY LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 MARCH 2025

	Called up share capital	Capital redemption reserve	Revaluation reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 October 2023	600	358	126,890	261,090	388,938
Comprehensive income for the year
Profit for the period	-	-	-	551,000	551,000
Total comprehensive income for the period	-	-	-	551,000	551,000
Contributions by and distributions to owners
Dividends: Equity capital	-	-	-	(551,000)	(551,000)
Total transactions with owners	-	-	-	(551,000)	(551,000)
At 31 March 2025	600	358	126,890	261,090	388,938

The notes on pages 21 to 38 form part of these financial statements.

Page 16


S & T COVER HOLDING COMPANY LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 30 SEPTEMBER 2023

	Called up share capital	Capital redemption reserve	Revaluation reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 October 2022	600	358	126,890	269,951	397,799
Comprehensive income for the year
Profit for the year	-	-	-	1,275,139	1,275,139
Total comprehensive income for the year	-	-	-	1,275,139	1,275,139
Contributions by and distributions to owners
Dividends: Equity capital	-	-	-	(1,284,000)	(1,284,000)
Total transactions with owners	-	-	-	(1,284,000)	(1,284,000)
At 30 September 2023	600	358	126,890	261,090	388,938

The notes on pages 21 to 38 form part of these financial statements.

Page 17


S & T COVER HOLDING COMPANY LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 31 MARCH 2025

			Period to 31 March	Year to 30 September
			2025	2023
			£	£

Cash flows from operating activities
Profit for the financial period	3,583,224	2,640,952
Adjustments for:
Amortisation of intangible assets	5,585	5,585
Depreciation of tangible assets	146,679	121,588
Loss on disposal of tangible assets	15,123	15,763
Interest paid	66,803	164,635
Interest received	(111,377)	(12,341)
Taxation charge	1,233,084	733,289
(Increase) in debtors	(1,132,402)	(265,197)
(Decrease)/increase in creditors	(1,465,411)	935,500
Corporation tax (paid)	(800,075)	(170,934)
Net cash generated from operating activities	1,541,233	4,168,840

Cash flows from investing activities
Purchase of tangible fixed assets	(213,874)	(246,613)
Sale of tangible fixed assets	1,751	2,030
Interest received	111,377	12,341
Net cash from investing activities	(100,746)	(232,242)

Page 18


S & T COVER HOLDING COMPANY LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE PERIOD ENDED 31 MARCH 2025

		Period to 31 March	Year to 30 September
		2025	2023
		£	£


Cash flows from financing activities
Repayment of loans	(293,506)	(181,807)
Dividends paid	(551,000)	(1,284,000)
Interest paid	(66,803)	(164,635)
Net cash used in financing activities	(911,309)	(1,630,442)
Net increase in cash and cash equivalents	529,178	2,306,156
Cash and cash equivalents at beginning of period	3,917,443	1,611,287
Cash and cash equivalents at the end of period	4,446,621	3,917,443

Cash and cash equivalents at the end of period comprise:
Cash at bank and in hand	4,497,015	3,917,443
Bank overdrafts	(50,394)	-
	4,446,621	3,917,443

The notes on pages 21 to 38 form part of these financial statements.

Page 19


S & T COVER HOLDING COMPANY LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE PERIOD ENDED 31 MARCH 2025


At 1 October 2023	Cash flows	At 31 March 2025
£	£	£

Cash at bank and in hand	3,917,443	579,572	4,497,015
Bank overdrafts	-	(50,394)	(50,394)
Debt due after 1 year	(342,118)	256,889	(85,229)
Debt due within 1 year	(189,107)	35,363	(153,744)
	3,386,218	821,430	4,207,648

The notes on pages 21 to 38 form part of these financial statements.

Page 20


S & T COVER HOLDING COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

1.	General information

S & T Cover Holdings Limited is a private company limited by shares, registered in England and Wales. The address of its registered office is disclosed on the company information page.
The accounts are being presented for an 18 month period from 1 October 2023 to the period ended 31 March 2025 and therefore, the prior year figures are not entirely comparable.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 19 August 2009.

Page 21


S & T COVER HOLDING COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.4

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

Page 22


S & T COVER HOLDING COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

2.9

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 23


S & T COVER HOLDING COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.10

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line and reducing baalnce method.

Depreciation is provided on the following basis:

Short-term leasehold property	-	over 5 years
Plant and machinery	-	25% reducing balance
Motor vehicles	-	25% reducing balance
Fixtures and fittings	-	25% reducing balance
Office equipment	-	25% straight-line
Computer equipment	-	33% reducing balance
Training equipment	-	25% reducing balance

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 24


S & T COVER HOLDING COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.12

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the reporting date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Page 25


S & T COVER HOLDING COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

2.Accounting policies (continued)

2.18

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements requires directors to make judgements and estimates that affect reported amounts of assets and liabilities. These judgements and estimates are based on experience and knowledge of the detailed facts but inevitably the actual outcome will differ with the variance, which maybe material, being reflected in the accounting records once it becomes apparent.

Page 26


S & T COVER HOLDING COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

Sales	23,862,881	16,124,887
	23,862,881	16,124,887

Analysis of turnover by country of destination:

					Period to 31 March	Year to 30 September
					2025	2023
					£	£

United Kingdom	23,862,881	16,124,887
	23,862,881	16,124,887

Other operating income	10,684	5,282
	10,684	5,282

Other operating lease rentals

48,361

19,247

Page 27


S & T COVER HOLDING COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements

12,490

8.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group 31 March	Group 30 September
		2025	2023
		£	£


Wages and salaries	987,643	551,530
Social security costs	43,662	25,243
Cost of defined contribution scheme	83,984	216,055
	1,115,289	792,828

The average monthly number of employees, including the directors, during the period was as follows:

	Period to 31 March	Year to 30 September
	2025	2023
	No.	No.

Directors	2	2

The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL)

Page 28


S & T COVER HOLDING COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

Directors' emoluments	28,682	16,502
Group contributions to defined contribution pension schemes	69,794	-
	98,476	16,502

During the period retirement benefits were accruing to no directors (2023 - NIL) in respect of defined contribution pension schemes.

	Other interest receivable	111,377	12,341
		111,377	12,341

Bank interest payable	-	12,986
Other loan interest payable	66,803	151,649
	66,803	164,635

Page 29


S & T COVER HOLDING COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

Corporation tax
Current tax on profits for the year	1,222,340	699,768
	1,222,340	699,768

Total current tax	1,222,340	699,768

Deferred tax
Origination and reversal of timing differences	10,744	33,521
Total deferred tax	10,744	33,521


		1,233,084	733,289

Profit on ordinary activities before tax

4,816,308

3,374,241

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 22.01%)	1,204,077	742,670
Effects of:
Non-tax deductible amortisation of goodwill and impairment	1,396	1,229
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	22,314	8,725
Fixed asset differences	4,587	(1,865)
Adjustments to tax charge in respect of prior periods - deferred tax	-	(20,836)
Movement in deferred tax not recognised	710	(898)
Remeasurement of deferred tax for changes in tax rates	-	4,264
Total tax charge for the period/year	1,233,084	733,289

Page 30


S & T COVER HOLDING COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

12.Taxation (continued)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

	Dividends	551,000	1,284,000
		551,000	1,284,000

	Goodwill	Negative goodwill	Total
	£	£	£
Cost
At 1 October 2023	504,236	(242,561)	261,675
At 31 March 2025	504,236	(242,561)	261,675
Amortisation
At 1 October 2023	474,395	(218,305)	256,090
Charge for the period on owned assets	29,841	(24,256)	5,585
At 31 March 2025	504,236	(242,561)	261,675
Net book value
At 31 March 2025	-	-	-
At 30 September 2023	29,841	(24,256)	5,585

Page 31

S & T COVER HOLDING COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 MARCH 2025

	15.	Tangible fixed assets
		Group

	Freehold property	Short-term leasehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Office equipment	Computer equipment	Other fixed assets	Total
	£	£	£	£	£	£	£	£	£
Cost or valuation
At 1 October 2023	550,000	91,735	76,410	928,377	121,979	1,370	4,727	24,732	1,799,330
Additions	-	-	-	210,042	3,146	18	667	-	213,873
Disposals	-	-	-	(50,350)	-	(67)	-	-	(50,417)
At 31 March 2025	550,000	91,735	76,410	1,088,069	125,125	1,321	5,394	24,732	1,962,786
Depreciation
At 1 October 2023	-	55,041	74,922	633,203	113,745	378	1,512	24,585	903,386
Charge for the period on owned assets	-	18,347	372	122,101	2,845	478	2,498	37	146,678
Disposals	-	-	-	(33,535)	-	(8)	-	-	(33,543)
At 31 March 2025	-	73,388	75,294	721,769	116,590	848	4,010	24,622	1,016,521
Net book value
At 31 March 2025	550,000	18,347	1,116	366,300	8,535	473	1,384	110	946,265
At 30 September 2023	550,000	36,694	1,488	295,174	8,234	992	3,215	147	895,944

Page 32


S & T COVER HOLDING COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

15.Tangible fixed assets (continued)

	Company

		Freehold property
		£
	Cost or valuation
	At 1 October 2023	550,000
	At 31 March 2025	550,000

	At 31 March 2025	-
	Net book value
	At 31 March 2025	550,000
	At 30 September 2023	550,000

Freehold	550,000	550,000
	550,000	550,000

Page 33


S & T COVER HOLDING COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

16.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 October 2023	1,201,226
	At 31 March 2025	1,201,226

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

S & T Cover Limited	Railway Goods Yard, Dutton Lane, Eastleigh, Hampshire, SO50 6AA	Ordinary	100%
S & T Training Limited	Railway Goods Yard, Dutton Lane, Eastleigh, Southampton, Hampshire, SO50 6AA	Ordinary	100%
S & T Training Holding Company Limited	Railway Goods Yard, Dutton Lane, Eastleigh, Southampton, Hampshire, SO50 6AA	Ordinary	100%
Construkt RS Limited	Unit 1a, Dutton Lane, Eastleigh, Hampshire, SO50 6AA	Ordinary	100%

The aggregate of the share capital and reserves as at 31 March 2025 and the profit or loss for the period ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

S & T Cover Limited	7,437,225	3,259,784
S & T Training Limited	636,182	6,202
S & T Training Holding Company Limited	8,620	-
Construkt RS Limited	3,286	322,819

17.

Debtors

Page 34


S & T COVER HOLDING COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

Group 31 March	Group 30 September	Company 31 March	Company 30 September
2025	2023	2025	2023
£	£	£	£


Trade debtors	240,730	858,481	-	-
Amounts owed by group undertakings	-	-	90,000	90,000
Other debtors	3,409,116	1,779,914	36,395	36,395
Prepayments and accrued income	1,131,904	1,010,952	-	-
	4,781,750	3,649,347	126,395	126,395

18.	Cash and cash equivalents
		Group 31 March	Group 30 September	Company 31 March	Company 30 September
		2025	2023	2025	2023
		£	£	£	£

Cash at bank and in hand	4,497,015	3,917,443	2,209,925	30,911
Less: bank overdrafts	(50,394)	-	-	-
	4,446,621	3,917,443	2,209,925	30,911

19.	Creditors: Amounts falling due within one year
		Group 31 March	Group 30 September	Company 31 March	Company 30 September
		2025	2023	2025	2023
		£	£	£	£

Bank overdrafts	50,394	-	-	-
Bank loans	145,190	181,806	14,023	31,806
Trade creditors	208,705	555,196	-	-
Amounts owed to group undertakings	-	-	3,674,300	1,439,552
Corporation tax	974,105	551,840	-	-
Other taxation and social security	57,050	89,315	-	-
Other creditors	310,364	290,764	42	42
Accruals and deferred income	427,316	1,199,906	1,157	1,157
	2,173,124	2,868,827	3,689,522	1,472,557

Page 35


S & T COVER HOLDING COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

20.	Creditors: Amounts falling due after more than one year
		Group 31 March	Group 30 September	Company 31 March	Company 30 September
		2025	2023	2025	2023
		£	£	£	£

Bank loans	85,229	342,118	-	37,951
Other creditors	709,387	1,043,051	-	-
	794,616	1,385,169	-	37,951

21.	Deferred taxation
	Group

		2025
		£

	At beginning of year	(76,672)
	Charged to profit or loss	(10,744)
	At end of year	(87,416)

Company

		2025
		£

	At beginning of year	(9,086)
	At end of year	(9,086)

Group 31 March	Group 30 September	Company 31 March	Company 30 September
2025	2023	2025	2023
£	£	£	£

	Accelerated capital allowances	(87,416)	(76,672)	(9,086)	(9,086)
		(87,416)	(76,672)	(9,086)	(9,086)

Page 36


S & T COVER HOLDING COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

Allotted, called up and fully paid

600 (2023 - 600) Ordinary Shares shares of £1.00 each	600	600

23.

Reserves

Revaluation reserve

This reserve is the accumulation of periodic revaluations of fixed assets, less the related provision for deferred taxation.

Profit and loss account

This reserve records retained earnings and accumulated losses.

24.	Prior year adjustment

The prior year figures for the Company have been restated to show dividends recieved and paid from group companies. This adjustment has increased profit by £1,284,000 but has no effect on closing reserves at 30 September 2023.

25.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £83,984 (30 September 2023 - £216,055). At year end, £1,636 was included in other creditors in relation to the defined contribution pension scheme (30 September 2023 - £1,012).

Page 37


S & T COVER HOLDING COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 MARCH 2025

26.	Commitments under operating leases
	At 31 March 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group 31 March	Group 30 September
		2025	2023
		£	£

Not later than 1 year	10,548	20,750
Later than 1 year and not later than 5 years	-	20,923
	10,548	41,673

27.	Transactions with directors

Included within other debtors is a balance owed to the Company by the directors totalling £2,446,921 (30 September 2023 - £1,272,521). This loan is undated, unsecured and interest free.

Page 38